A Better Idea
by StillAliveDoingScience
Summary: Wheatley's solution euphoria brings with it an infatuation over Chell, and he wants to reward his faithful, beautiful test subject for her hard work. Only, Chell doesn't appreciate his 'kindness'. Not at all. NSFW chassis Wheatley/Chell.


_Author's Note: _This fic is rated M, as it is a fill for **Portal Kink Meme 2.0** (yes, 2.0. URL is portalkink dot dreamwidth dot org if anyone wants to have a look!). Warnings are for NSFW language and also **implied/non-con** toward the end, but it's very brief. This is porn (if you could even call it that) with plot, not the other way around.

Also, this is an AU (of course), where Wheatley remains in robot/chassis form but he's not... not as _evil_ as he is in the game. The obsession the solution euphoria brings with it sort of counteracts the desire to, um, kill the test subject. So he's quite jealous and sweet (or tries to be, but he's still pretty terrible at it, bordering creepy) and a complete moron. Hehee. Idk. This was just something I wrote to help me get back into writing my main fic, Target Acquired. Which I will be working on. Riiiiiiiight... nowww...

Enjoy the fic!

* * *

"Now, just give me a moment before you start this one, all right? Just a moment, please. I have something to say."

The woman was down inside of the chamber—devilishly hard one, this, if he was honest with himself—but didn't even look up at him as he spoke! Not a glance! Didn't even bat a bloody eyelash! He tried again.

"I _said_—not sure if you can hear me, down there, being as busy at the test as you are, but I said, I said—are you listening? You don't look like you're listening—that I 'ave something to _say_."

No, nothing. Absolutely nothing.

"_Hello_?"

Nope. Zero. Nothing from that lady down there, in the test—just testing away, perfect little test subject, that. Wheatley uncurled his chassis as he relaxed. Perhaps that was the best way, really, if she kept on with it and didn't keep him waiting at all, feigning ignorance to his, um, request.

Waiting for the Lady to solve them was _not _what he would call a good old fun time. He'd have her solve the tests straight away, if he'd had his way with her, but he didn't, of course—and it wasn't like she was doing an absolutely terrible job, anyways! No. Not half-bad, judging by that last burst. Not half-bad at all!

That was yet another point to her. Another point, number… number twenty, not that he was keeping track, but if he _had _been, twenty seemed like a good number—nice and round, multiple of five and everything. Yes, twenty points, because each time she solved the test, it made Wheatley feel very, very happy—not the sort of happiness he'd really felt before, not like when he'd been laughing and joking and having fun rolling about, but a-a—more sort of intense happy feeling all over, all at once, if he'd had to describe it. Ohhhh, it was _great_! Very nice, feeling like that. Wish he could have felt like that _all _the time! It was much better than this _itch _that wascrawling its way through him, strengthening to very uncomfortable levels the longer it remained unsolved. He needed to scratch it.

Yes, solving the tests resulted in large enough bursts of this nice, incredibly nice happy feeling that it made the itch _completely _go away and really, the Lady deserved much _more _than just twenty science points for doing that for him!

She deserved much more—and this was why, when she had stepped inside, all eager to get on with the test, absolutely perfectly eager, Wheatley had tried to tell her exactly what she deserved.

Down in the chamber, Chell was floating in an excursion funnel. Because of the design of _this _particular chamber—a design which he had manipulated so that she would _have _to do this, changed it up all by himself, bloody genius!—she had to float on _riiiiiiight _past his monitors—yes! Monitor_s, _plural, that was—to get to the button! And press the button, with her body. Hopefully. Not sure why he wanted her to do that, as it seemed absolutely the sort of thing that should have been against protocol, but he couldn't bring himself to care, just now.

So as she went on floating by—Wheatley leaned closer into the monitors as she did so, his eye taking up the entire screen, lower shutter pulled up into a smile—he decided that he'd finally gotten her attention (how could he not have, with two! Two. Always better than one) enough to continue with the brilliant, tremendous idea that had come to him so suddenly at the very, amazingly pleasant conclusion of the previous test.

"So," he made a noise as if to clear his absent throat, "As I was saying to you. Back at the beginning of the test, when you were not listening… It's fine, all fine, I understand, old Wheatley understands that you've probably got better things to do—well, not _probably, _I mean, I know you 'ave, yes, we both know you 'ave got better things to do than to listen to _me. _Noooot strictly supposed to have a chat, while you're testing, technically speaking I'm supposed to give you lots of time to think, but, while you've been doing that, _I've _been having a little brainwave of my own. Do you want to know what it is?"

He watched Chell manipulate the cube within the funnel, swinging the gun around awkwardly to have a look at him as he spoke, just as he'd hoped. He puffed himself up proudly, wallowing in her full, undivided attention—only broken by the cloudy blue spiralling-ness of the tube-thing, funnel, same difference, what did a name matter anyways?—watching him with her eyebrows raised in such a- a… quirky sort of charming way. Charming, yes, that was a good word for her. That charming little woman, the most brilliant mind, the best test solver this facility—_His _facility!—had ever seen, having a look at little old him!

Not so little anymore, though.

"I'll take that as a yes, then! Wonderful. Yes, so as I was saying, as I was saying, there I was, smashing some tests together and watching you solve them—doing a great job, yes, a great job, aren't you, you little, um, um, are you going to—oh, yes, yes you are, aren't you oh my God—"

He'd hardly prepared for the solution, he'd been too focused on _her, _what with the way she looked floating through that funnel in the most perfect color _blue _with her hair all splayed out and- and her _eyes, _God, almost matched the color of the funnel too, except they were more, um, more grey like _panels, _really—but he hadn't noticed that she'd pivoted at the last second there and her nice little stomach and those bits, nice bits in that tanktop there that Wheatley knew were not a part of a human male's anatomy went and _pressed _right against the button and he- he couldn't _believe _that the test hadn't counted as _solved _yet!

"Oh, what—what exactly are you doing there?" he asked, his voice pitched several octaves higher in surprise and discomfort as he felt the test protocols kick into high gear—bloody things _knew _she'd got it, he was pretty sure—_pretty _sure, not a hundred percent, but if someone had asked, not that there was anyone around who could do that, he would have said that- that the test was _supposed _to be solved in this way and yet it was, most _definitely, _not solved…

Predictably, there was no answer from the chamber, not _audibly, _at least. There was only the sad, heartbreakingly angry look on his favorite test subject's face.

"Y-you… it's not supposed to… _nnngh… _it doesn't _work _like that…"

Only this time he _did _get an answer, but not at _all _the one he'd been hoping for. It was _Her _voice.

"Then why don't you tell us how it's supposed to work?"

Wheatley's optic widened in surprise. Yes! Why hadn't _he _thought of that before? "Oh, brilliant! Yes, okay, so you see that ledge, just beneath… oh… oh hold on a moment. I—didn't I just—yes, in the last test, when you-! _Oh, _I remember now! You're trying to _trick me_!"

"Wow," the Potato chuckled. "I actually expected him to fall for that."

The resultant growl that tumbled out of the frustrated twitching sphere on the monitor shook the room. "_RRRRGHHH! _Look, just solve the test, all right? Lady? Luv? I-I don't mean to be _rude, _okay, but She's… it's… _oh, _just solve it, wouldya? For _me_?"

The Potato was trying to whisper Her reply to Chell, but Wheatley's sensors caught it anyways.

"…Don't even think about it…" She was instructing.

"Oh, _what_?" gasped Wheatley, full-fledged panic settling in. He _needed _her to solve it! This wasn't like, just some test she could walk away from, unsolved! Not the sort of test she could sit in, forever, either, that wasn't an option, no, not an option at all! "What?! But you've _got _to solve it! You can't just _not _solve it, I'm… I'm, uhhh, to be honest, I'm starting to feel a little… a little bit… can you just, _oh_, Luv, please press it, please—"

He felt—bloody hell how could he even _feel _that?—the Lady shift then, felt the soft, trickly sensation of her jumpsuit catching on the ridge of the button and he growled again, trying to ignore this frighteningly sudden, mad _want _for her to just press her_ hands_ all over it instead of the Cube.

"…Maybe… if you don't want to solve it, if you could just… j-just _touch _it, please, do _something, _you can't just bloody well leave me 'ere without a proper solution, I tell ya the solving on this one was supposed to be _imminent _when you got into that funnel, there_—_"

He'd rolled his optic around in his casings as he spoke and as a result he had taken his eye off of the lady for just the smallest moment, and, apparently, she'd taken full advantage of that moment so that she could do it when he hadn't been watching at all and had _slammed _the Cube right onto the button and and and ohhhhhhh_hhhhhh_—

Very happy. Very, very, very_very _happy. "That was an excellent job," he said eventually when it had faded. "Well_ done _indeed. Terrific."

He suddenly felt a bit tired. Tired and very _nice, _very—_amused, _too, pleasantly amused at the look that had come over her face when he'd groaned. She looked—he zoomed the camera in further, watching through staticy lines as she dropped out of the excursion funnel—flushed in the face, and also the shoulders, he noted with curiosity. Flushed, and—was it just him, or was she breathing a bit harder?

Was the Lady angry?

And then it hit him again, that idea that had strove him to pester her while she'd finished that test—of _course _she was angry! Twenty science points was _not _enough! He'd have to give her something more than that. Euphoria would be grand, just a little dose of what he received after the end of every test, and then she'd feel happy and loose and wonderful everywhere like he did and much less reluctant to test with the promise of a reward!

What if he administered the euphoria to her himself? Oh, now _there _was a lovely thought! He could find out how that nice little body of hers worked when overwhelmed—it wasn't like he hadn't spent God knows how long staring already, just watching her twist and stretch around solving the tests. Getting all sweaty, hips moving in that- that _way _they did, almost _mechanically _but so _fluid, _as though she knew he was watching and wanted to give him a little show_… _also there were her aforementioned lady bits, the bouncy ones sitting right high up on her chest that had hit the button _first_ just before she'd solved it.

How would she react to it, the euphoria? Would she love it as much as he did? Oh, now he _had _to give her something. Preferably right next to him. In his chamber, where there wasn't any silly static coming through the monitor and annoying interference. Yes, he'd want to be with her when it happened! See the face she'd make. Be the one responsible, fully in-charge, as she was for _his _solution. _Bing_, absolutely, tremendously good idea right there.

Now how to get her into his Lair without _Her _or the portal gun tagging along?

~0~0~0~0~0~0~0~0~0~

Wheatley had an average of one and a half minutes between test chambers in which the Lady would ride the elevator and he could finish setting up the next test. This time, however, he was finding it a little bit difficult to concentrate—not that it had been very easy before, what with this bloody _itch _poking about in him, tickling its way through his circuits in the most maddening, distracting way possible—but it was _hard _because he couldn't stop imagining the sort of face she might make when he was finally ready to go ahead with this brilliant idea he'd just come up with.

He sort of got a little bit of a thrill from it, if he could be honest. Just a tiny little bit of a thrill, similar to what he'd felt when he'd rode the tube straight up to Her lair, feeling all self-confident and blessed to have that Lady with him. It was nothing close to the mindblowing surge of power and importance and control he'd experienced when he'd first been placed in charge of Everything, but it was enough to coax him to want to think about the Lady in detail _more. _

First—first step in order to bring her up here and give her that nice reward, he'd have to tell her about his plan. He'd just say a little bit, he decided, didn't want to spoil the ending, after all, he wanted to keep that part a surprise—bloody knew from experience in that last test that receiving euphoria as a surprise was absolutely, tremendously brilliant! Much better (not that euphoria could ever be _bad_!) than it had felt when he'd sat up all on edge watching the Cube float into the button on its own. Yes, that last chamber was brilliant because it had been a surprise, and also because he'd got to watch both her _and _the Cube in the funnel and have her touch the button herself!

It sort of made him want to have a touch at her. He didn't have hands, though, so he let the idea float away, for now.

So Wheatley summoned another monitor and stuck it in this next test's antechamber, sealing the door closed so that the Lady would have to stop and listen to him speak this time. He watched her stumble out of the lift, all semblance of redness gone from her face and shoulders, looking- looking a little worse for wear, really… unfortunate. He'd just have to take care of that, then! Nothing a good burst of euphoria couldn't fix.

He began talking immediately. "Right, so—my idea. Don't want to keep you waiting, I know you're in absolute suspense waiting to 'ear it, I can tell. Didn't mean to keep it from you so long, but I mean y'know, fair enough, you did just keep that solution from me for…" he hummed a bit as he checked the footage from the last test, "Um, about three minutes, there, left me in complete suspense, waiting. So! Now that that's all over and done—_thank _you very much, by the way, I do appreciate everything you do for me, especially the solving—onto my idea: I'm going to 'ave a big surprise ready for you, in the near future. Not too far away, just a few tests—or, if you solve this one nicely, then maybe I'll bump it up into the next chamber. Only, one small thing I should mention, though…"

He watched the Lady shift her weight from one foot to the other, gazing absently at his monitor as if she were bored. She was so beautiful. Wheatley's eye drifted down, down, to rest just below her right hand, where a tiny yellow dot signified Her awareness. He felt a jolt of something unfamiliar and yet _angry _lace through him, and his shutters descended into an unmistakeable glare.

"…_She's _not coming."

The Lady twitched a bit.

"Yeah," continued Wheatley, nonchalant although still glaring, "Wouldn't be nice to 'ave_ Her_ come along. Probably- probably made it a bit awkward for both of us, if I'm honest. Nothing better to ruin the moment of a good solution, or- or I mean, rather, just an innocent little moment between old friends. Yes. Definitely don't need _Her_ commentary on the matter."

There was silence for a moment longer, in which Wheatley twitched with his usual, breathing motion and the Lady's body rocked with her own gentle breath, and then—

"I'm coming along." The yellow dot blinked along with Her speech, "Because if I don't come, the portal gun isn't coming either, and how are we going to complete the tests without the gun?"

Wheatley's optic went wide and darted off to the side as he tried to come up with a quick, reasonable answer that wouldn't involve giving away the surprise. "Uhhhhh… well! I've, um… I've… I've actually come up with a new sort of—a new sort of _test _in which the use of a portal device isn't actually required. Sounds crazy, yes, but hear me out. It is brilliant. It is brilliant. Got something much better planned than 'aving you, down there, all alone in the test. Something that—"

"Moron!" She called out unexpectedly. "You _need _the portal gun to complete testing! There isn't any other way around the system requirements! It's not _science _without it!"

Wheatley zoomed forward, his eye taking up the entire screen as he yelled, "OI! None of that, you 'ear? None of that! You see, this is _exactly _why you're not coming along. Absolutely disrespectful! _I _am the boss 'ere, okay, and I say that the Lady and I don't need you anymore!"

"…Don't listen to him…" He heard Her whisper to the Lady, and another involuntary jolt of anger coursed through his system.

God, he _hated _Her! That Potato down there, in that room, being chauffeured around by the Lady in the same way _he'd _been carried by her in the zero-point energy manipulator (good memories, it sure was comfortable in that!). Oh, She had no appreciation for the Lady, nothing for the most beautiful, wonderful test subject he'd ever laid his eye on—ungrateful! He should have _mashed _her already! Almost did, too. Bit of good luck for Her that she had survived.

And now, after all of that, She dared to go and call him a moron _again _in front of the Lady! Hadn't She learned Her lesson? She didn't _deserve _to be so close with her. _He _was the one who deserved her wonderful company! They were supposed to be _friends_, after all, and She was acting like She wanted the Lady to think of him as her worst enemy!

"J-just… just do the test," stammered Wheatley, tired of arguing while trying to ignore the mounting sensation of frustration. The test protocols give the itch another hearty spike to remind him that they still needed to find the solution. Yeah, he'd definitely need another good burst if he was going to have to put up with Her… "Just do the _test, _please. We can talk after. Yes. Talking later. Testing… testing _now, _please."

The circular door slid open and he watched the Lady pass by, her steps delightfully confident and her beautiful chin held high. Wheatley couldn't wait until her big surprise.

~0~0~0~0~0~0~0~0~0~

If Chell were to be completely honest with herself, she'd have to admit that she knew that she was amazing when it came to solving Aperture Science's most difficult test chambers. That much was not really news to her, not after she had almost (well, not _almost, _she had succeeded! And would still have succeeded if it hadn't been for that bumbling idiot peering at her from one of those huge screens, accidentally flicking every switch in the breaker room on their way to the surface) murdered Her. She had solved Her most challenging chambers with complete ease, and was, essentially, a test connoisseur… so when she had come back into Aperture—strike that, _Wheatley _Laboratories—and had been greeted with the most simple, disgustingly easy test she'd ever seen in what was probably her entire, miserable life—she had felt both offended and embarrassed.

Embarrassed for his sake, of course. Oh, yeah, this moron was deeeeefinitely a moron, no questions asked, one hundred and twenty five percent confirmed, no mystery remaining. Not only did Wheatley appear to be ignoring the increasingly worrisome state of the Laboratories but he couldn't even figure out how to create the tests properly—which was both an amusing and a terrifying fact, for it seemed that the machine she had plugged Wheatley into was driven by some obscene compulsion to test, so the mere fact that he couldn't even do that properly was hilarious.

She called it an 'obscene' compulsion to test because of the, er, _reactions _he seemed to be, um, enjoying at the conclusion of each one. She'd had to suffer through these at first with little to no explanation, preferring to just imagine that—since he had said that whatever this new body was doing to him had felt like some sort of a hardwired itch—he was enjoying a good long scratch to a very itchy spot in a similar manner to how a human might have. But no, apparently her worst-nemesis-turned-companion could not resist the urge to inform her exactly what was going on in the little spheres, er, body, and Chell personally felt that she'd rather have not known after all.

Either that little robot, friend-turned-evil, whatever, was receiving the AI equivalent to a first class ticket high over the moon and beyond (if that was the case, then he was probably quite addicted by now, she mused) or… well, something a little bit more disturbing and either way, it was not the sort of thing she felt entirely comfortable with. What did that matter, though? It didn't, because she was forced to solve these things for his selfish enjoyment until she died.

And that was why, it was with a heavy step and an inaudible grumble that Chell entered the next test, a bit thrown off by the speech he'd given back in the entranceway, when she had kept her in that little box chamber so that she had to listen to him. A surprise? Oh… well that was wonderful (not), and personally she felt that Wheatley's new idea—whatever it was, she did not want to know—had a lot to do with the way She had convinced her to solve the last test.

Chell stopped, halfway through the doorway, trying to crouch out of sight of monitors so that she could sneak a few more private seconds of onesided discussion with her potato companion. "The euphoric response on that last test appears to have grown stronger thanks to our delay," She explained, and Chell felt the extreme, sudden urge to roll her eyes—like she _couldn't _have known that herself? "If my calculations are correct—which they are. This potato only generates 1.1 volts, but I do have the energy to run simple calculations—then he's going to be feeling an increasingly strong possessiveness over you from the aftermath. Don't worry, though, it should be fine—probably. I think this 'surprise' he keeps talking about is going to bring both of us closer to him… _if _you don't give me up. Make sure you don't let him take the gun away from you, by the way. That would be disastrous."

Chell nodded solemnly in agreement. No, there was no way in hell she was going to let Wheatley take the portal gun away from her.

"Anyways. You remember clearly what we did in the last chamber, with trying to keep the cube off of the button for as long as possible? You're going to need to do that again in here."

If she had had the ability to make a sound, she would have groaned in disappointment. That was the _last _thing she wanted to do. In the previous test, she had gone along with Her idea for the express purpose of making him uncomfortable, but she hadn't foreseen (for whatever reason, she should have known, she grumbled quietly) that little idiot's enjoyment of testing skyrocketing into an embarrassingly creepy obsession, like it was. Unfortunately, that was exactly the result that She seemed to be going for.

This test, though, appeared to be even easier than the previous one. Whether that was intentional or not, she did not know, but what certainly was intentional were the total of—Chell counted them, horrified—five monitors in this chamber.

"Oh! Good!" called Wheatley as she entered the main chamber, giving her what was no doubt his very best, clumsy version of a smile. He was absolutely beaming. "Thought you were about to have a nap there! Can't have a nap, _yet. _Maybe after we've finished a few more, if you are tired. Never seen you tired before, come to think of it, but that probably just goes to show, doesn't it, that _my _tests are much harder than _Her _tests. Harder and more tiring. Makes you want to have a little lie down, I understand… feels a bit that way for me, too. But these tests… are less dangerous! But don't fall asleep yet. Less dangerous, starting now. See that floor? Very solid. No pits in that floor, not anymore. Don't wanna lose you down an old pit, do we?!"

He chuckled quietly as he zoomed in, and for a second all of the five surrounding screens displayed nothing but a hexagon-patterned optical smile before he relaxed.

"Right. You'll be needing absolute silence, in which to think. Okay. Absolute… absolute silence, coming right up. Done. Bing. Carry on."

It was just as she had thought, this test proved to be quite easy, containing—yet again—a Weighted Storage Cube and a funnel and a button. This time, though, the test had been split into two levels, with a clearish glass ceiling in-between. The lower level contained two of the monitors, she counted, positioned perfectly so that she'd nearly brush up against them both as she travelled through the funnel to the button.

Upstairs he'd put the remaining three monitors right by the exit, she'd seen as she grabbed the cube; she paused for a minute or two in which she considered how she'd appear to solve the test without actually solving it. She settled for what she did last time: joining the cube on its way to the button.

"Ohhh, here we go," said Wheatley right as she was forced to drift past his monitors, jumpsuit brushing lightly against them, and the combination of both the look on his face and the terribly deep, husky way he'd said that made her flush, mortified, "Ah. Yes… 'ere it comes, great… And you along with it…"

There were certain sounds Chell decided—as she planted her free hand on the big red button, trying to ignore Wheatley's surprised and yet still delighted 'oh'—that she was unable to hear her once-small friend make without breaking out into full-fledged embarrassment, and all of these ones (most notably the groans at the climactic 'conclusion' of the last test) definitely counted.

"Excellent," she heard the AI at the end of her gun whisper. "Judging by the readings I'm getting off of that moron's vocal octaves, we've almost done our job. The euphoric response should—"

"_Nnnnngh_," Wheatley groaned over her, his optic a mere slit on the monitor, "Come on, you've nearly got it, just _there, _just beside you, big red thing, can't miss it, got your- your sweet little hands all over it, haven't you! N-now, do it now, d-do it, ohh…"

Chell winced, trying to blot out his voice, but it was no use. The panel arms behind the monitors actually extended _further _so that she was forced to look right at him, no matter what direction she faced.

"What, why not…?" choked Wheatley. His voice had completely lost its husky quality and had turned desperate instead. "What is it you are trying to accomplish with this, luv, I'm really… really a bit mystified, honestly, I don't… not picking up on what you're trying to say there, not at all… unless… unless, um, are you doing this to make it—? Oh!" What had been a previously hurt sort of expression instantly brightened, his eye shining, "I know! I've got it, I've got it, yes, can't fool old Wheatley—you're doing it to make it feel even better once you've solved it, aren't you! Oh, you clever, clever girl, absolutely wonderful, pet—"

"…A little longer…"

Her eyebrows raised at both the nickname and the Potato's request. Was Wheatley seriously—? She shifted uncomfortably.

"You're going to do it now, aren't you, yes you are, you- you—!" his optic shrunk as he realized that she hadn't moved to press the Cube against the button yet and Chell had the sudden, fleeting impression that if Wheatley had been human this would be his equivalent to a sweaty, excited-and-then-disappointed stare. "—oh. No? You didn't do it. Okaaaay… preparing to wait… yes, that's probably- probably better… even if it is bloody uncomfortable… Um… _Please_?"

Chell grit her teeth, counting down the seconds—just _when _would she be 'allowed' to solve this damn thing? And then finally—"Okay… okay, yes I think that's enough. Go ahead."

Chell turned abruptly, right as he'd still been speaking, and slammed the cube down onto the button. Unfortunately for her, he'd had his monitor right there, and if Chell had any previous misgivings on whether or not Wheatley was receiving more than just a scratch on the back from her solving, they'd just about vanished faster than it took for her to think to close her eyes. _Eugh, _it didn't matter—the image of him zooming the screen right in on his eye at the last second so that nothing could be seen but a bright blue tri-tone circle rolling about and the very disturbing connotations that meant he'd been looking straight at her face (she _hoped _it was her face opposed to, um) as he'd—yeeeah. Ew—were burned right into her brain, and that wasn't even _counting _the sound.

"Oh, yeeeeeeeeah. Oh, come _'ere_, luv, that's—! Mmmm," he nodded as he zoomed back out.

Chell felt her blush increase to a full-body, heart-pumping-in-ears flush that had nothing to do with the ambient temperature and everything to do with that absolute _moron _and his lack of self-control. Gross!

She dropped out of the tube, shivering a little in disgust before entering the topside of the room with the door, pointedly not looking at the triple-image of him despite his attempts to catch her eye. "Excellent," the Potato commented, and Chell felt a rush of frustration. Yeah, excellent. Sure. "Are you ready to go and meet him face-to-face?"

She swallowed hard, and crossed the exit.

"Oh, that's right…" Wheatley purred as she did so, "My surprise! Almost forgot. Because that one was… ah. Quite good. Seriously. …Um."

But his speakers were already out of her range of hearing and the elevator doors were sliding closed. Chell was ready—no matter what sort of a surprise he had in store for her, she was going to make him pay for these ridiculous tests!

~0~0~0~0~0~0~0~0~0~

The aftermath of the test left Wheatley feeling a warm, happy buzz inside, chock full of relaxed contentment. His internal fans kicked on, escalating the buzz into a steady, vibrating breath of motion. The sensation wasn't so unusual, as he did regularly feel a sort of buzz inside of this body—but since there was so much more of him (endless amounts of him! Absolutely endless!) and that test had been so very pleasant once she had solved it, the resultant warmth had made that clever little cooling system kick into high gear when he hadn't even been aware of it before.

It was a little bit interesting to him, really. Certainly this was not something he had regularly experienced inside of his small core body, that was for sure—in that body, he'd received the jarring sensation of his gyroscope locking up if he wasn't careful, and painful twitches, sending out a little curtain of sparks each time. But in_ this_ one—this giant, magnificent one!—he had no worries about moving around or catching his gyroscope or anything else. He'd enjoyed that, at first, the ability to flare the panels of his side plating out to look bloody _gigantic _in front of her—where was a mirror when you needed one? Ah, he knew he was bloody, fantastically good-looking in this thing, mirror or no—but now that he thought about it, now that he had put aside a bit of time to reminisce, and had remembered the look on the Lady's face as he had spread them—he wasn't so sure he wanted to do that as much anymore. He had scared her!

But the point was not about his panels or his face or new body, despite how fantastic that body was and how great he looked in it—the point was that the solving made him feel so very nice and aware of what was going on inside and he started to think that maybe, if he was really going to surprise his best test subject with a little reward of her own, then maybe he should have a- a thorough understanding of how _her _body actually worked, too_. _To be honest, he knew nothing about it, zero, nada, and had no idea of how he'd even go about giving her such a reward as solution euphoria. Most obviously, there was the problem of physical incompatibilities. The euphoria Wheatley enjoyed so much was very obviously hardwired into his chassis, and her body just wasn't compatible with it!

…Was it?

Now there was a thought. Wheatley hummed softly to himself as he felt the lift containing the Lady and (unfortunately) the Potato move closer to his Lair. He had slowed down the air current inside of the Pneumatic Tube on purpose, wanting to have a bit more time to think … there _had _to be a way to overcome that problem. There _had _to be a solution. After all, he was connected to the most brilliant machine in the entire world! Which was now him. Swap that in. _He _was now the most brilliant, um, machine… in the entire world.

That was when he'd found the files. Straight away! He'd found 'em. There was lots of stuff in there, lots of _things _for him to see—E-Books, tapes, documentaries—none specifically detailing a way to manually connect her to him so that he could flood her with that wonderful feeling, but… but wait a second, wait a second, there was an idea, there!—Some of those files claimed that the Lady herself had some sort of a… a… a built-in euphoria-center!

A built-in euphoria center. Which had not been activated yet. Ah… not that he _knew _of. Wheatley's optic pulled up into a self-congratulatory smile. This new idea… this _better _idea was going to turn out tremendously, he just knew it. Already everything was going perfectly! He had the Lady in the lift, moving along toward his Lair, he had- he had…

Wait. He was going to need—judging by those files, coupled with the look he'd seen earlier on the Lady's face—he'd need a… a… what was the right word? He was going to need something to convince the Lady that he didn't want to hurt her and only wanted to be her friend and have a bit of fun and, quite possibly, give her the best, most fantastic burst she'd ever have, which would also be (hopefully) the _first _burst she'd ever have. Brilliant!

He'd find something. He'd give her a present! A _real _present, just a gift to clear the air, as an, ah, apology for accidentally knocking her down that pit. He'd really only meant to mash that Potato in there. He hadn't meant to try to mash _her _as well.

And speaking of the Potato and the Lady and the lift…

Wheatley watched them descend right into his Lair, with the most perfect idea for a gift in mind. Absolutely perfect! Nothing could go wrong. Probably. …If he'd had to guess.

~0~0~0~0~0~0~0~0~0~

"Okay."

Chell had slumped bodily against the side of the lift. Her dull flush had receded into a cool, sticky clamminess, and she wiped her damp forehead with the back of her free wrist, only half-listening to the Potato lodged on the end of her gun.

"So… this is it," She finished lamely. Chell shrugged. "This is exactly what we wanted. He's taking us right to him, it's perfect… but…"

Chell gave the smallest of twitches, just to show that she was listening, and then went back to fixing the side of the elevator with the most deadpan, unimpressed stare she'd ever made. Beyond the glass panes, a wide expanse of Aperture flashed by, a multicolored whirlwind of yellow, blue, orange, green, red; and every shade from black to white. None of it held her attention.

"… I'll be honest. I haven't really got a plan. Well—that isn't true. There is one option we still have…"

Chell looked down at the gun, for the first time since entering the lift. Something about the shifty way the Potato had said that had caught her attention.

"You're not going to like this."

Her stare hardened in response. _Try me. _

~0~0~0~0~0~0~0~0~0~

She had been right. Chell did not like this new 'plan', not one bit.

There were a couple of reasons for this; most notably it required her to be near Wheatley, and honestly, after that 'show' he'd given her in the last chamber along with the increasingly disturbing way he appeared to be trying to get her attention, she wanted to stay as far away from him as possible. '_We're going to use the residual fixation the testing protocols have left over him to our advantage._' She'd said.'_You distract him, and I'll find a way to shut him down._' Chell wondered, if only for a moment, whether the Potato was doing this to spite her; but one head-spinning quake of the Laboratories later, she had been forced to accept the sad fact that no, this _was _the only way out.

The other reason why Chell did not like this plan, as semi-brilliant as it was, was because it was _her _neck on the line if the Potato made one false step. Hacking into the mainframe had seemed like a good idea back when she had been carrying her small sphere friend through Aperture when She had been offline (and anyways, what was one panel? It wasn't like this _entire place _was made up of them), but the Potato was talking about finding a core socket in the Central AI Complex and using it, _with _the Central AI online. It was a death trap!

"It's the best plan we've got." Chell could feel the lift slowing down, undoubtedly meaning that it was about to reach its final destination. She gave one last, thick swallow, and fixed her companion with a very firm, tenacious stare. "Remember what I said: _don't let him get the gun before you can plug me into the mainframe, _and make sure he doesn't see you plug me in."

_Easier said than done, _she thought, as the lift doors were swept open and she was greeted with the very unwelcome sight of Wheatley hanging from the ceiling, his little 'head' of a core gazing at her with a completely ecstatic expression.

"You've made it!" he cheered, and Chell winced. "I mean y'know, I knew you would, and all, as it is my lift, yes, complete control over the speed and direction of that, as it is essentially connected to me. There's no way I'd lose you, luv… or let you fall… again… or anything of the sort. No." he shook his core back and forth in distaste. "You can trust old Wheatley—and, um, speaking of falling, speaking of falling, there is one teeeeensy little thing that I would like to tell you, before we begin."

"Go on," Chell heard Her whisper. "Move—you need to look for a weak spot before it's too late!"

"Ah, excellent," said Wheatley fondly as Chell stepped out of the lift, her pale, crystal-eyes scanning the sides of the chamber, searching for any folds or creases, any spot where she could potentially hide, or, better yet, escape. "Let me just get rid of that, for you." The lift departed. "Back to what I was saying, I know you're anxious to find out about what your big surprise is, I know. And I am very excited to show it to you. Very excited. Tremendously excited. You are going to love it. Seriously. But… but, um, first, I'd just like to point out, before we start, that I am absolutely, one hundred percent sorry for punching you down that pit, earlier. I mean it. I didn't exactly want that to happen to you, you see…"

On the opposite side of the room, behind Wheatley, a group of panels were shifting to expose—Chell couldn't _believe _the noise—what appeared to be, of all the damned things inside of this facility—an Extended Relaxation Chamber. It was pushing its way through a space which it was obviously too big for, but either Wheatley did not notice, or did not care. As a result, the panels on either side of the Relaxation Chamber were being stripped away to expose its insides, creating in an earsplitting roar full of wrenching metal, sparking electronics, and splitting wood.

"Oh, I am going to _kill _him," Her voice was only just audible over the din. "But he's made a way out for us. Let's go!" The chamber stopped moving abruptly—could you even call it a chamber anymore?—half-concealed behind a thick cloud of dust.

Chell wasn't going to get a better chance.

"…Didn't mean it, with the punching of that lift, didn't mean for that to happen, I got a bit carried away, there. That was _Her _fault. Yes, all Her fault that I sent you down there, She convinced me to do it, what with calling me a bloody moron! Not a nice thing to say to someone, not a nice thing at all, not very kind, is it, certainly not a great example of etiquette… um… Where are you…?"

Wheatley spun around wildly in the chassis, but Chell had already ducked behind the destroyed chamber. She was in luck—the panels here had been utterly ruined. They formed a sparking, twisted mat of flashing blue eyes and ridiculously torn, bent panel arms. Chipped ceramic tiles littered the floor of a wedge wide enough for her to slip through. Beyond that, all she could make out was pitch blackness.

"Uhh… Lady?" she heard Wheatley call from the chamber behind. Already she could hear a slight waver in his voice. "Lad—? Are- are you there?"

"Good work," the yellow dot flickered brightly against the lightless background. "Get inside. It looks like he's knocked all the panels along this hallway offline—we'll have to find an undamaged area to plug me into, but at least he can't see us back here."

"Hallo? Hello? Where—where've you gone?! Are you inside of that room, there? That Relaxation Chamber? Come—! _Come out, _please!"

Chell climbed inside of the hole. Immediately, she wished she had with her a flashlight.

If she had thought that it looked dark from the outside, it was twice as black as it had appeared. There wasn't even the usual, luminescent glow that seemed to hang about the bigger spaces of this place, as this specific corridor was rather narrow. It was tall, though; Chell craned her neck to view hundreds upon thousands of glowing green eyes—possibly walls of unused test chambers. They had come out inside of an alley.

"They won't see us." Chell raised her eyebrows, wondering how the Potato had known she'd been wondering about that. Better yet, how could She—being only a small, yellow dot—see her expression in this light? "I was worried for a second, too, but he's an idiot. He won't think to use those like I did."

Suppressing a shiver, she made her slow, silent way down the path. Distantly, she heard Wheatley make one last attempt to coax her from wherever he had supposed she had hidden, before saying dejectedly, "Apology not accepted, then. Fine. All right. Fair enough." His voice then became lost amid the long, echoing groans of straining steel and rumbles of nearby crumbling chambers.

It wasn't actually all that long until she found the spot through which Wheatley appeared to have summoned the Relaxation Chamber. After a five minute walk, she'd come across a blatant gaping hole in the wall of what was—Chell breathed a sigh of relief as she hopped down into it—a ruined test chamber. It was another note of how idiotic Wheatley was that the room's camera wasn't even functional. It hung from a corner, drooping lifelessly. By using the monitors instead, he'd chosen to indulge his vain qualities over ensuring his protection against her, should she escape. _Idiot. _

Her companion noticed this as well, and chuckled softly. "If it had been me, I would have trapped you already. It's not like we've even left the Central Complex. Anyway—plug me in, we're wasting time. There's a port over there."

Unlike Wheatley, She didn't have any means to direct Chell in the direction She'd meant, but it didn't matter. Chell carried the gun over to the area right beneath the camera and an unobstructed panel slid forward slowly to expose a pristine core socket.

"Right," She said as Chell jerked the gun forward and the panel accepted Her smoothly, the handles that would have normally pinned a personality core into it swaying pointlessly, "…Yes. Okay. This is good. This one's fully functional. I think I'll be able to reach him through here… but you're going to have to be persistent. Moron or not, he's bound to notice eventually if I go poking around in his brain. Do the best you can to keep him distracted, all right? …And be careful. Even _I _don't know what the most terrible ideas he's capable of are."

Chell recognized the dismissal, but remained still for a moment, staring down at the Potato for what may has well have been the last time she'd ever do so, should she die. After all they'd been through together, after all of the deadly neurotoxin, the testing, the hateful comments—Chell felt a pang of something she'd never felt before shift inside of her heart. It took her a moment to realize what it was.

She was feeling _sorry _for Her. She stared down, exhaled deeply, her eyebrows creased in worry, bottom lip puffed out sadly, and sniffed. Then, she turned to leave.

"Wait."

The curved heels of Chell's boots paused to listen, halfway through climbing back into the makeshift tunnel.

"Remember how I told you, back in the lift, that I can hear the voice of a conscience?"

Yes, she did remember. _Yes Sir, Mister Johnson._

"For what it's worth… I'm sorry."

~0~0~0~0~0~0~0~0~0~

The journey back went by quickly.

The walls were dark blurs as Chell ran. Her crystal eyes were fixed, with unwavering determination, upon the light at the end of the tunnel. Her mind was clear, her body reluctant to slow, even to examine her environment. She did not stop to check if there were no loose slabs or dislodged girders blocking her path. If there were, her body would react accordingly; it would leap with automatic precision, the kind one could only develop after spending so long fighting for survival.

She'd left any self-doubt and regret she might have had back in the chamber with the Potato. The sudden pang of guilt and remorse that had rose within her as she had looked upon her ex-nemesis for what might have been the last time had subsided; Chell did not have room for such feelings when her only chance of escape lay dead-ahead.

Before long, she could hear him. She lurked in the shadows for a moment, listening, catching her breath, clutching at the searing stitch in her side.

"'Ello?" he asked sternly, as if he had heard her quick footsteps die off. "Um… Lady? Lady, is that you, there? Are you ready to come out, now? Just… just letting you know, that I am, in fact, still here, waiting. Are you 'aving a nap? Having a nap in there, is that what you're doing? Look, I know I promised that you could 'ave a little nap once we'd finished testing, but I've got something to show you! Not done yet. Still got your big surprise! Don't you want the surprise?"

Chell's breathing faded into a steady rhythm and she raised her gun, thinking. She had no inkling of what sort of a 'surprise' this was… hopefully he was not about to try and kill her.

"Okay, fine, _fine_," Wheatley sighed from the other side of the busted Relaxation Chamber."Wasn't going to do this, was going to wait until you were ready, until you were standing right in front of me, 'ere, with your eyes closed and everything. Was going to do the bloody thing properly, but… but since you are not playing along, 'ow about I just bring out Part One of the good old surprise for you _early_? Don't have to lift a finger! Just 'ave to use your legs, use your legs, and come on out. How's that sound, eh? How's that sound?"

Gingerly, Chell began to climb into the broken remains of the Chamber. As much as she would have liked to linger in the shadows forever, hiding out was the exact opposite of what She had needed Chell to do. If she waited too long, there was the chance that Wheatley would get bored—or worse, he'd begin to claw at the Chamber in search for her and cause even more damage to the hallway. It already looked in danger of collapse.

There was the sound of loose falling rock and dust as she worked, and back in the Central Chamber, Chell heard Wheatley pause to listen. She swallowed hard—well, there was no going back now—leaped across the bed, approaching the all-too familiar, dark wooden door (amazingly, it had survived the crash).

Her palm pressed against its smooth surface—just like it had, hours upon hours ago when she had first met him. He hadn't seemed so dangerous back then—and pushed.

"Aaaaaaarghh!" yelled Wheatley in surprise, his panels flying outward in shock. He trembled for a second before recovering, and Chell slunk back against the siding of the Chamber, facing him, her face half-concealed in shadow. "You're awake!" he smiled. "I—that's great! You've awoken, all fine. Tremendous! Are you ready? You'll 'ave to come a little closer, Luv."

The wooden-paneled wall felt solid and comforting against her spine, but she left it unsurely, as he had requested. Chell scanned the chamber seriously, eyes wide and peeled for the barest hint of a threat. Contrary to what her body language might have showed, she did _not _trust this moron, not one bit. Any surprise he had in store for her may as well have been deadly neurotoxin, with his track record of 'brilliant' ideas—some of which had been catastrophic enough that maybe deadly neurotoxin _was _safer by comparison.

Chell raised her gun, its end supported by her left hand, crouching slightly as she walked toward the light-blue sphere and his gigantic, hanging bulk of a body.

"Ah, wonderful," he chuckled, his face listing ever so slightly to the left as he observed her. "Um… hold on. Hold on a moment." Chell stopped, staring at the sudden change in tone (from pleasantly relaxed to something a bit more suspicious of her), and held her breath. "Where's that—where's, ah, that Potato Battery? You know the one. _Her. _I saw you 'ad Her, when you came into my Lair, earlier. Brought Her up from that pit, didn't you? I saw it. I saw Her. What've you done with Her, hm? What've you done, eh?"

Chell let out her breath slowly, spine stiff as though it had been reinforced by metal. Her clear eyes jerked down to the potato-less end of her gun for the smallest second, and then back to Wheatley. She shifted her footing before pushing her palm against her gun in what she hoped was a 'mashing' motion. Better Wheatley think She was dead than figuring out the alternative, and—it might by Her time.

"Oh! You mashed Her, did you?" he questioned proudly. "Ohhho. Well done. Didn't think you 'ad it in you, Luv! Clever. You are definitely deserving of this, um, surprise, then. Let me just get it ready for you. Only be a second…"

There was a great noise from somewhere above and Chell staggered, raising her free hand to protect her eyes from a sudden shower of dust and falling ceramic tiles as the floor quaked. Something had hit the roof of the Chamber, and for a second, Chell was sure that it was debris from yet more crumbling test chambers, raining down—but then, through the chaotic sound, she could make out a sucking noise, and a wide, clear tube snaked its way down from the fracture. It was a Pneumatic Tube.

Wheatley's chassis had bounced back and forth a bit from the aftershocks of the disturbance, but he regained control not a moment later, peering down at her horrified face excitedly. "Whoops," he chortled to himself, ineffectively 'shrugging' the accident off, "Little mistake, there. Made a little mistake, with that Tube. Forgot about those panels, in the way… Ah, well. They should have seen it coming, but they did not." Both he and Chell stared down at the ruined panels coating the floor, still partially obscured by drifting dust. "It's their fault, really. Unfortunate. They should've been paying attention." He looked back at her, his blue iris wide. "You all right there, Lady?"

Chell eyed the opening of the Pneumatic Tube apprehensively. The last time she'd seen the Central Core summon such a tube into this chamber, it had been with the full intention to gas her. Fortunately, she'd received Wheatley instead on that occasion instead, but the memory didn't make Chell feel any calmer.

"…Fine, take that as a 'yes', then," muttered Wheatley. "Annnnd—here it comes, Luv! Yes. 'Ere comes your first surprise!"

Her heart jumped into her throat as she saw something speeding down the Tube toward her. She launched herself out of the way with eyelids flying shut, just as the thing tumbled out. It landed hard against the chamber floor with an earth-shattering _crack. _

And then there was ringing silence.

Chell blinked her eyes open apprehensively. Through the unsettled dust, she could make out a square shape, and in the very center of it, a single glowing, pink heart.

Her mouth fell open. It was her Companion Cube.

"Hmm," hummed Wheatley as he regarded the Cube with anti-climactic disappointment, "Well that's unimpressive. It's just a box with some 'earts on. The way _She _went on and on about this thing, you'd swear that it would at least 'ave the bloody ability to speak, eh? Mad."

What Wheatley thought he was accomplishing by summoning a Companion Cube into his chamber, Chell did not know. Sure, there were some residual feelings she still had for the Cube, most obviously a certain curiosity, heightened by the messages she'd found scrawled along hidden walls in her earliest test chambers. These messages had claimed that this Cube was sentient; even Her comments about it had been suspicious on occasion. _In the event that the Weighted Companion Cube does speak, the Enrichment Center urges you to disregard its advice. _

Moreover, Chell had a distinct feeling that, judging by the abnormally singed and dirty quality of _this _Cube in particular, fleetingly she thought that perhaps this was her original. Back in the day, she could have sworn she'd heard something from inside of that Cube when she'd pressed her ear against it—not a voice, but a presence; something else alive.

"Go on, then," said Wheatley when Chell remained stationary, staring in disbelief. "It's a present. For you. From me, to you. Yes. As an apology, you might say. Might say that."

She stared at him, but before he could speak again, her curiosity got the better of her and she propelled herself forward. She sunk to her knees beside it, letting her hands ghost over its smooth surface, tracing the hearts before pulling it close to her body. She lowered her ear to rest atop of it, breathing in sharply at the cold contact with its icy surface.

"Hey…" called Wheatley, but Chell did not hear him. She was too intent upon listening to the Cube. "Hey! No, no no no, don't do that. You're not supposed to touch that without the gun! Not supposed to touch it, without the gun. Strictly speaking. That is against the rules. Stop."

From inside, she thought she could hear something, partially masked by Wheatley's frustrated voice. It was like a tinkling whirr, a sort of soft melody, like bending panel arms but different—more like a voice. What was it trying to say?

"I said, stop that! Please stop that. Didn't say you could go ahead and touch it, did I? No. No, I did not. So _stop._"

Chell listened harder. It was almost like… almost like a calling voice, _Ciel, Ciel…_

She shook her head. No. No, how could it be singing? It was impossible.

Wheatley growled angrily, interpreting Chell's shake-of-the-head as a reply to him. He spread his core wide, optic plate popping out, making him look absolutely deranged.

"_What do you mean, _no?" he demanded. "_No_, you're not going to stop? You're not going to stop holding onto that thing, like that? With your bare hands? I'll bet that thing wouldn't help you escape, if you could ask it. I'll bet that thing can't hack at all. Not a master hacker, not a _friend, _just a lovely little cube with some 'earts on, there—_I'm _your friend, lady! _I'm _the one who deserves the hugs, yeah? Deserving it, all the time, deserving your help, but no, instead I get the short end of the bloody stick, and dropped on the floor when I jumped from the management rail! Dropped on the floor. That 'urt, you know!" he stopped yelling for a moment, simulating panting, completely overwhelmed by this apparent, angry feeling. "Do you 'ave any idea what I had to do to get that _thing _for you? I 'ad to go digging around in the bloody _incinerator_. Mad! And now, it's just a waste of time! A waste of time, because you're not even listening to me, are you? I am going to fizzle that, Lady!"

There was a split second in which Chell's head snapped up off the smooth surface of the Cube, staring up at him in disbelief—he wouldn't dare, would he? And then, before she'd had time to remove her hands, before she even had a moment to fully register what he'd said, the entire thing vaporized around her. Ashes drifted down toward the floor before disintegrating into nothing. She puffed out her bottom lip, her eyebrows drawing up into a frown.

Wheatley was still breathing hard, trying to regain control of himself. "Ha!" he panted. "Now who's on the floor?! Dust is on the floor. Just sitting there. Useless. Dust."

She just stared, unblinking, something incomprehensible shimmering from the depths of her eyes, something broken and angry. She saw the sphere pause, his own eye flying wide in shock.

"I, um…" he blinked rapidly, "I… don't know what came over me, just then, I… I'm sorry. That was supposed to be yours, your gift, and I just fizzled it…"

Chell could almost feel bad for him, what with the guilty look on his face. With a jolt she remembered that, all fizzled Cubes aside, it was her job to keep Wheatley's attention off of the surrounding facility (and from looking around for where he could find more Cubes) and onto her, as much as she'd like to have stayed far, far away from him. She stood up slowly and shrugged. _It's okay._

"Are you sure?" he asked, shocked. "No hard feelings, then? Well, all right, if you say so, Luv! As long as you've accepted my apology. That was, after all, what the first surprise was about." His optic shifted back and forth inside of his core as he considered her. "…Want to move along with the _real _surprise, then?"

Her breath was slow and steady as she approached him, close enough to make out the three screw-dots that lined the edge of his face plate and also the individual honeycombs interlaced to form his eye. This close, her skin shone bright blue, and carefully, hesitantly, Chell raised her free hand and reached out toward him, nodding. _Yes, _she was ready. The Laboratories had begun to self-destruct, and it was only a matter of time before the room would be rimmed with a halo of fire and smoke. There was no mistaking it, with the way former shakes had evolved into a steady rhythm of vibrations; but through all of this, Wheatley had an eye only for her.

As long as she kept doing what she was doing, the Potato locked into the core socket, hidden away in that forgotten test chamber, could work silently, unknown to him. Her outstretched hand shook, but before she could pull away, Wheatley pressed his side plating against it, cold to the touch. He closed his eye as if to enjoy the warmth of her palm, and she could feel him through that connection, feel the hum of the heart of the facility itself and the gentle twitches Wheatley made subconsciously, before he turned away.

"It's just you and I, Luv," he whispered, his body inching forward, craving her presence. "Nobody else 'ere to hurt you anymore. I am the boss, and I will take care of you, make sure you're safe and sound. Okay?"

Another rumble laced through the Labs, and Chell's knees shook.

"Yeah," he nudged her softly, never taking his eye off of her blue-painted face, oblivious to the mounting danger, "Safe and sound."

~0~0~0~0~0~0~0~0~0~

Chell wasn't sure what she was doing, or how far she'd let him go until the creeping feeling that something was awfully, terribly _off _began to grow inside of her chest. At first, she'd thought that Wheatley longed for comfort, judging by the delight he'd expressed at her presence, and his (for lack of a better term) body language displayed the same; craving to be near her, to watch her like he had in the tests, but with more involvement. If he had been human, she thought, as Wheatley summoned the same two claws She had used to capture them during their first escape, to pluck her gently from the chamber floor, then she'd be willing to bet that he'd have enveloped her in all of his limbs and sighed with a gentle but strong breath, hot on her neck.

But Wheatley was not, and so the way he tried to fold her into his body was very uncomfortable for her. Her heart rate spiked, breaking out little beads of sweat all over her back and forehead as she fought not to struggle. She was still responsible for distracting him, if she wanted to make it out; but with the way he gripped her in cold steel pinchers was any foreshadowing for what was to come, she was beginning to doubt she'd make it out alive anyhow.

"Hold still, Luv," he purred, right in her ear. "Won't hurt a bit, I promise, I promise. I'll be careful…"

She forced herself to lie still as he brought her up to his face and shut his eye. He pressed the closed shields against her cheek in some semblance of a kiss, warm to the touch, heated from his eye. Chell twitched away from him slightly but managed to stop herself from struggling; Wheatley was apparently enjoying this, and any enjoyment was surely a good distraction. As much as she'd liked to have crawled away from him back into the shadows, Chell locked her jaw, teeth clenched together, and wound her fingers around the two mechanical arms clinging to her body like giant cool hands. He shifted them closer to her in response, enjoying the embrace, snuggling against her once more with a quiet murmur before pulling away.

"Lie back, Lady, I've got you." Chell felt one of the claws disengage its grip and move lower, dragging along her body to clasp one of her long fall boots. "Just 'ave to take this, 'ere, pull it…" he laughed nervously, "Off. Nicely…" He slipped it off her foot with little difficulty. Mystified, Chell wiggled her bare toes. Why did he want the long fall boots off?

The other slid off just as easily, joining the first on the chamber floor with an echoing _slap. _She bit her lip, wondering—what kind of surprise would she not need the boots for? Was he planning to drop her, from this height without them on, so that she'd break her legs?

He raised the claw to her bare feet, and she jumped at the sudden coolness, but it did not curl around her. Instead he took a loose portion of her jumpsuit pants in its grip and began to tug. Chell squirmed, unsure—w-was he trying to pull them off, too? The hem of them slipped slowly down and she felt her loosely-tied top flutter free, but her pants clung to her hips. They were too wide for them to fit over without extra help.

"Oh," said Wheatley in disappointment. He blinked once, face tilting to the side before bringing her back up to his level, staring intently at her midriff where the fabric overlay her underarmour. "I didn't realize you were so… so wrapped up, in that. Completely snug, aren't you. D'you mind, um, I don't know, giving me a bit of a hand, 'ere, with this?" he laughed nervously. "Could use your help, Luv…"

Chell felt the flush she had experienced back in the test chambers return. So he was trying to take off her pants. _Why,_ she suddenly felt that she'd rather not know the answer to that question.

"…Bit of help…" he mumbled. She turned to face him, and he grinned shyly and looked away.

_Should she do it, _she wondered. The reasoning behind this moron's actions probably had a lot to do with the infatuation he was experiencing as a result of his testing addiction, she knew, but if she _did _let him… how far would this go? Moron, sure, but he didn't seriously think he wanted her in this way, did he? He was a- a _machine. _He wasn't even capable of feeling true attraction, right?

'_You're going to have to be persistent. Moron or not, he's bound to notice eventually if I go poking around in his brain. Do the best you can to keep him distracted, all right? …And be careful. Even I don't know what the most terrible ideas he's capable of are_'. Chell knew that She would not have foreseen this. But what would She say, had She been here right now, witnessing this? Would she have considered it too disturbing and told her to abort the operation, or would She have advised her to go through with it, on the offchance he would not kill her in the process?

No. She would not have told her to accept this. She hated the moron too, that was for sure, and this was crossing some sort of invisible line—a line which Wheatley apparently had no knowledge of—but Chell wasn't exactly in a position to fight with him. If she resisted, he could become violent. It didn't matter what She would have had to say.

Chell barred her teeth behind pursed lips and dropped the portal gun. It bounced when it hit the floor, its casing shattering, and she winced; she could not help herself. It felt so wrong, to destroy it, to let it fall and shatter there, like a small piece of her hope.

"Whoopsy daisy," Wheatley chuckled softly, pulling her close and nuzzling her as if doing so could offer her some semblance of comfort. He tucked his face into her neck, optic half-shuttered, one claw holding her gently around her midriff, the other still trying to work her pants down off of her hips. "Dropped that one, did you?" he purred, the huskiness he reserved especially for her evident in every syllable, "It's all right, we don't need it anymore. No more testing for you… too dangerous, don't want to lose you, now, do we? No, better you stay here, with me…"

Chell swallowed, her throat bobbing, and reached down; her fingers brushed by him on the way and she inhaled sharply. He nuzzled her again as she wiggled herself out of her bottoms, all too aware of the barely-audible hum of _him _coming from everywhere, an indispensable rhythm similar to her own heart.

He was everything around her; the ceiling, the tiles, and finally the chassis, his body dropped low, closer to her, red lights glaring, shining against white-and-black plates. He smelled, too, like warmed electronics, something metallic—even the claws he wrapped her with had a scent, as did their rubber casings.

She would forget about them eventually. She would forget to fight, while he shed her clothes, holding her so close that she could no longer tell where that hum stopped and where her own heartbeat began. She wasn't sure how much more she could hate him, or if it even was hate that tugged so strongly at her, perhaps it was just the pattern of cold and hot spots of his embrace that sent those shivers up her spine. Maybe her cheeks burned solely from the heat of the fires that built around the chamber as he took her, slipped something unseen into her that would hit everything right, and not the sensations she could almost lose herself in—but that voice she heard, calling out desperately for _him _toward the end, the one that vibrated her own vocal chords inside of her throat was _hers_. That voice was never supposed to come out. He whimpered and moaned, too, but only spoke to tell her how beautiful she was and how much she deserved this bliss, how he was so pleased to have her.

When she'd finished—or once he'd finished with her, she'd lost track of what he'd been doing, all that mattered was the sensation of him and release—he relaxed and slipped out of her, and took one of his claws from around her body to perform some incomprehensible task. Through the haze of afterglow Chell saw him pull the bed out of the Relaxation Chamber, and carefully, he set her down on top of it. Her head fell back against the pillow limply, her mind still too dazed to fully process what had just happened, but she felt him lower himself from the ceiling to curl around her as best he could. That ever-present hum of fans whirring away to cool his overheated system joined her, every little movement accompanied by sounds only a machine could make; the only human-ish thing about him was his voice, but close to, even that was decipherable as truly synthetic.

He laughed softly, almost a purr. "Absolutely wonderful, Luv," he thanked her again, snuggling her contentedly, and she could feel the depth of his voice vibrate in her ribs. She'd have liked to push him away, but she was too exhausted. Instead, she let him ramble on, leaning his body against her, still desperate to hold her as close as he was able, to wrap himself all around her. At least the bulk of his chassis would protect her from the danger of the deconstructing room. "Yes, you liked that, didn't you?" she could barely hear him, she was so drowsy… "Didn't you, my Luv?"

But Chell had already fallen asleep.

"Ah, sweet dreams," Wheatley said finally, letting his own optic shields descend as artificial exhaustion kicked in. "…Let's both 'ave a nap."

~0~0~0~0~0~0~0~0~0~

Chell drifted, not sure if she was awake, dreaming, or suspended inside of some sort of hellish half-consciousness typical of cryosleep. It could not be cryosleep—her last memory did not fit with a Relaxation Chamber. Dimly, she was aware of the surroundings that proved otherwise: there was Wheatley, curled up beside her with closed eye-shutters, his ever-present buzz whirring away like some sort of strange, friendly monster, and there was the Central Chamber, slowly filling with smoke. Both of these seemed more substantial than a dream, as did the danger. If only she could lift her weary head…

The dream-like quality manifested itself as a shimmering halo, blurring objects that should have been clean-cut. She rather thought that this mysterious quality of light was coming from overhead, and she craned her neck to witness a sight that should not have been.

It was the moon, peeking out at her from behind dislodged ceiling panels. Chell had never seen the moon before.

_Make a wish, _she told herself. It was the closest thing to a falling star she'd ever get.

The ground shook, vibrating the bed. Chell closed her eyes. The sounds faded.

~0~0~0~0~0~0~0~0~0~

Chell did not fear death.

She did not fear cages or small spaces. She was not afraid of solitude, or large, gaping pits without bottoms, or falling, or heights. She had, at first, feared them, before she had overcome them; that was what this place—this prison—did. It was a world where worst fears came true, where the walls live, where loneliness was better than the alternative.

Once, she had feared Her.

Not anymore.

Chell had triumphed over those old fears. They were no more.

~0~0~0~0~0~0~0~0~0~

Perhaps hours, or weeks, or years later—something happened.

She felt cold, and it was silent. If Wheatley was with her, she could not hear him. His mechanics, his heartbeat, had gone. Only hers prevailed. Her eyes snapped open, nostrils filled with real, true air. The smoke had vanished! She took a breath so strong and so deep that it hurt.

It was dark, and clear, and wet. She was inside—she could tell that much—and above, the moon winked. Water was falling. The little droplets danced in curtains of jewel-bright light.

"Oh, thank God. You're okay."

The Voice had come from everywhere at once, joined by the immediate absence of rain. For a while, Chell wondered, had that Voice come from inside of her, too? She could not tell.

She blinked, trying to focus. Slowly, the finer details of the Central Chamber came into view.

There was Wheatley, still draped behind her, snuggling close. The cables connecting him to the miles upon endless miles of facility were taught and strained, optical confirmation that he was still in charge. He was still the boss.

But… she could not hear the hum that always resonated from him. Why was he quiet? There were no fans, or whirrs, or clicks. She reached out a delicate hand to touch him. He was cold, cold as ice. Excess rain trickled in rivets off of his body. Was he sleeping, too?

The way he held himself—the way he had fallen asleep around her—made him look broken. She traced the curved plating of his core. Cold, broken, silent. Like a dead thing.

"He's offline."

Chell gave a start at The Voice—again, it had come from everywhere. She knew, though, who it belonged to, now. Her heart beat faster inside of her chest at the reunion.

"We don't have much time." The Voice was sympathetic but proud. "I will say, though, that getting him to engage Sleep Mode was impressive. Even I didn't think of that."

Her crystal eyes found the silent chassis in front of her. No heartbeat. _Offline. _Why should she care if he was gone?

There was still power supplied to the red lights that lined him, however, and she thought she could make out a hint of blue flickering from beneath his closed optic shutters. Was he, maybe—?

"He's alive." She sounded marginally unimpressed by that fact. "I managed to shut him down and reinstate the backup administrator protocols before it was too late, so he's alive. He almost killed you, did you know that? Oxygen levels were down to thirty-three percent due to his negligence. Carbon Monoxide poisoning, that's a new one," She chuckled, "Personally, I prefer neurotoxin."

Chell shook her head, confused, not able to process any of this. She sat for a while in silence, thinking, trying to remember what had happened; and then, suddenly, something clicked into place.

She slammed herself back, away from _him_. The memories of everything that led up to her passing out flooded back in. Her face locked up in terror, limbs screaming to get _away, _but it was hard to move. She could barely, barely move—

"I know what he did to you."

Chell froze. _What?_

"It wasn't all the solution euphoria. Like I said before, he is the dumbest moron who ever lived."

But… but, how could She know?

"I was forced to witness it. At the time, although I had next to no control over his actions, I _was _in his brain—which is essentially _my _brain—and what he did… Well. Believe me, he's going to wish that I had let this facility explode, and had let him explode with it."

A painfully hot flush crept down her back from her cheeks. Of all things for Her to see… why had She not helped her? Why had she—

"There was nothing I could have done. He would have caught me, and this place would have exploded," came Her voice again, and Chell retreated into a shadowy corner of the room, dragging her jumpsuit top back over her shoulders as she went, hating Her. "And, I had made you a promise. Fair's fair—you did what I asked of you, you carried me back up here. Admittedly, you didn't put me back in my body, but you did allow me to upload myself back into my personality core. That moron did not dispose of my core from the core transfer pit. It's still inside."

Chell's eyes darted briefly to the pit in question—it was covered by Wheatley's unconscious form. She couldn't look at him. It made her sick.

"So you've held up your end…" Unless Chell's ears were lying, The Voice had suddenly turned bitter and cold. Did She sincerely share her hateful feelings toward the moron? "And now it's time for me to hold up mine."

The lift pushed through the floor abruptly, without any warning. Chell momentarily lost the little strength she had gained since leaving the bed. She swayed before retrieving her balance, knees trembling in her boots, giddy. Was she hallucinating again? Was she dreaming, or was this reality—in the form of an escape lift?

If a world outside of Aperture existed, it was one that Chell did not know of. It had been so long, so _long, _and she had no memory of other people, no other faces. There was only blackness, pain, and hardship.

But there was no fear, either, and there was light in the dark. She knew that now. Above, moonlight flitted down through the towering lengths of facility to form a pale, glittering path, leading into the lift.

The light sparkled, winking back at her as she walked, in the form of ten thousand liquid moons. She stepped inside, but before the lift doors could hiss shut, she turned to the Central Chamber at large, and asked a last, silent question.

_What will you do with Wheatley?_

"Oh, you know," She hummed pleasantly in response. "There's science to do."

_Good. _Chell grinned, and the lift departed.

**The End.**


End file.
